UPDATE 1-Airgas directors deny division on board

Fri Dec 10, 2010 6:12pm EST

* Board members say Airgas board functioning effectively

* CNBC reported directors planned to challenge company

* Airgas shares close up 2.5 pct; Air Products up slightly (Rewrites with denial from board members, updates share prices)

NEW YORK, Dec 10 (Reuters) - Three Airgas (ARG.N) directors denied that there was division on the board related to the company's defense against a hostile takeover bid from rival Air Products & Chemicals. (APD.N)

The denial came in response to a CNBC story that claimed the directors planned to challenge company statements that the full board is "unanimous" in its belief that a price of at least $78 was required for a deal.

The business television channel also said the directors, who were backed by Air Products in their bid to join the board earlier this year, have hired law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Credit Suisse to advise them.

"In response to reports of division on the Airgas Board of Directors, we the newly elected directors of Airgas, affirm that the Board is functioning effectively in the discharge of its duties to Airgas stockholders," the directors said in a statement provided by Airgas spokesman Jay Worley.

"We deny the charges of division on the Board, we condemn the spread of unproductive rumors..." the directors said.

The three board members are John Clancey, chairman emeritus of shipping company Maersk; Robert Lumpkins, board chairman of fertilizer producer Mosaic (MOS.N), and Ted Miller, former chief executive officer of wireless communications tower provider Crown Castle International Corp (CCI.N).

Shares of Airgas ended Friday up 2.5 percent at $63.40, while Air Products were up 9 cents at $88.84.

On Thursday, Air Products increased its bid for Airgas by 7 percent to $70 per share cash, or $5.9 billion. Airgas said it would review the latest offer, but has said in the past that it is worth $78 per share. [ID:nN09252192] (Reporting by Ernest Scheyder and Michael Erman; Editing by Lisa Von Ahn and Tim Dobbyn)

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